dreamaker56
8 months ago
Q3 POSTED
https://www.otcmarkets.com/otcapi/company/financial-report/416710/content
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
CBD of Denver Inc.
Industriestrasse 31, 8305 Dietlikon, Switzerland
+41 (0) 44 2440034
https://www.luxora-holding.com/en
info@cbdofdenver.com
Quarterly Report
For the period ending September 30, 2024 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
7,549,998,800 as of 09/30/2024 (Current Reporting Period Date or More Recent Date)
6,678,179,106 as of 12/31/2023 (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule
12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):
Yes: ? No: ?
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ? No: ?
Change in Control
Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period:
Yes: ? No: ?
1) Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer and names used by predecessor entities, along with the
dates of the name changes.
11/16/2018 CBD of Denver Inc.
09/15/2010 Verde Media Group, Inc.
04/13/2007 Hidalgo Mining International
1993 Communication Corp of America
4 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to
such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity
or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.
Current State and Date of Incorporation or Registration: Delaware, 01/05/2010
Standing in this jurisdiction: (e.g. active, default, inactive): Active
Prior Incorporation Information for the issuer and any predecessors during the past five years:
N/A
Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer or its predecessors
since inception:
None
List any stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or
that occurred within the past 12 months:
NA
Address of the issuer’s principal executive office:
Industriestrasse 31, 8305 Dietlikon, Switzerland
Address of the issuer’s principal place of business:
?Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
No: ? Yes: ? If Yes, provide additional details below:
2) Security Information
Transfer Agent
Name: ???? Olde Monmouth Stock Transfer Co., Inc.
Phone:?????? (732) 872-2727
Email:??????? matt@oldemonmouth.com
Address:??? 200 Memorial Pkwy, Atlantic Heights, NJ 07716
Publicly Quoted or Traded Securities:?
The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity
securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are
publicly traded/quoted.
Trading symbol: CBDD
Exact title and class of securities outstanding: Common Stock
CUSIP: 12482B107
Par or stated value: $0.00001
Total shares authorized: 8,000,000,000 as of date: 09/30/2024
Total shares outstanding: 7,549,998,800 as of date: 09/30/2024
Total number of shareholders of record: 250 as of date: 09/30/2024
Please provide the above-referenced information for all other publicly quoted or traded securities of the issuer.
None?
Other classes of authorized or outstanding equity securities that do not have a trading symbol:
The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or
outstanding equity securities (e.g., preferred shares that do not have a trading symbol). Use the fields below to provide the
information, as applicable, for all other authorized or outstanding equity securities.
Exact title and class of the security: Series A Preferred?
CUSIP (if applicable): N/A?
Par or stated value: $.00001?
Total shares authorized: 10,000,000 as of date: 09/30/2024
Total shares outstanding (if applicable): 34,000 as of date: 09/30/2024
Total number of shareholders of record
(if applicable): 2 as of date: 09/30/2024
Exact title and class of the security: Series B Preferred?
CUSIP (if applicable): N/A?
Par or stated value: $0.0001?
Total shares authorized: 1,500,000 as of date: 09/30/2024
Total shares outstanding (if applicable): 2,000 as of date: 09/30/2024
Total number of shareholders of record
(if applicable): 3 as of date: 09/30/2024
Exact title and class of the security: Series C Preferred?
CUSIP (if applicable): N/A?
Par or stated value: $0.0001?
Total shares authorized: 10,000,000 as of date: 09/30/2024
Total shares outstanding (if applicable): 9,349,724 as of date: 09/30/2024
Total number of shareholders of record
(if applicable): 1 as of date: 09/30/2024
Exact title and class of the security: Series D Super Voting Preferred Stock
CUSIP (if applicable): N/A?
Par or stated value: $0.0001?
Total shares authorized: 1 as of date: 09/30/2024
Total shares outstanding (if applicable): 1 as of date: 09/30/2024
Total number of shareholders of record
(if applicable): 1 as of date: 09/30/2024
Exact title and class of the security: Series E Preferred Stock
CUSIP (if applicable): N/A?
Par or stated value: $0.0001?
Total shares authorized: 10,000 as of date: 09/30/2024
Total shares outstanding (if applicable): 10,000 as of date: 09/30/2024
Total number of shareholders of record: 2 as of date: 09/30/2024
Please provide the above-referenced information for all other classes of authorized or outstanding equity securities.
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by
the company. Please provide the below information for each class of the company’s equity securities, as applicable:?
1. For common equity, describe any dividend, voting and preemption rights.?
Each share of common stock has the right to ? one vote per share on all matters voted on by the shareholders. The
holders of common stock are entitled to receive dividends as declared by the Board of Directors out of funds legally
available therefor. The holders of common stock have no preemptive or subscription rights and there are no
redemption or sinking fund provisions applicable to the common stock.
2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights?as well as
redemption or sinking fund provisions.?
Series A Preferred
Each share of Series A Preferred Stock is convertible into 1,500 shares of Common Stock and has voting rights
equal to 1,500 shares of Common Stock.
Subsequent to 12/31/2022 and as of the date hereof, the Series A Preferred Stock has been exchanged for
10,000,000 shares of Series C Preferred Stock. Each share of the Series C Preferred Stock is convertible into
1,500 shares of Common Stock, subject to maximum conversion limitations, but has no voting rights.
Series B Preferred
Series B Preferred Stock accrue a dividend at the rate of 5% of the Series B Original Issue Price ($10 per share)
per annum. Such accrued and unpaid dividend shall be convertible into shares of Common Stock of the Company.
Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the holder thereof, into that number of
fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value,
in the aggregate, equal to the Series B Original Issue Price, as adjusted as provided herein. “Fair Market Value”
shall mean as of any date of determination, 80% of the average closing price of a share of Common Stock on the
principal exchange or market on which such shares are then trading for the 5 trading days immediately preceding
such date. Therefore, to determine the number of shares issuable the Series B Original Issue Price, as adjusted, is
divided by the Fair Market Value, the quotient being the number of shares of Common Stock issued upon
conversion. For example, if the Series B Original Issue Price is $10 and the Fair Market Value is $.005, then
10.00/.005 = 2,000 shares of Common stock would be issued.
Series C Preferred
The holders of the Series C Preferred Stock shall be entitled to any dividend that is payable to the holders of the
Corporation’s Common Stock. The Series C Preferred Stock will, with respect to dividend rights and rights upon
liquidation, winding-up or dissolution, rank: (a) senior to the Corporation’s Common Stock, $0.001 par value per
share (“Common Stock”); (b) senior with respect to any other series of Preferred Stock, as set forth in the
Certificate of Designations with respect to such Preferred Stock; and (c) junior to all existing and future
indebtedness of the Corporation.
Except as provided by law or by the other provisions of the Articles of Incorporation or this designation, holders of
Series C Preferred Stock shall have no voting rights.
Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the holder thereof, into 1,500 (One
Thousand Five Hundred) fully paid and nonassessable shares of Common Stock. The conversion right is subject to
maximum conversion limitations of 4.9% of the total issued and outstanding shares of Company Common Stock,
which may be waived on 61 days’ notice, but in any case, may not exceed 9.999% of the total issued and
outstanding shares of Company Common Stock.
Series D Preferred
The holder of the Series D Preferred is entitled to cast that number of votes on all matters presented for
stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast
by the Series D Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote
on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such
matters.
The Series D has no pre-emptive or conversion rights.
Series E Preferred
The holders of the Series E Preferred Stock shall be entitled to any dividend that is payable to the holders of the
Corporation’s Common Stock.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed
Liquidation Event, each share of Series E Preferred Stock shall automatically be converted into shares of Common
Stock at the then applicable conversion rate.
On any matter presented to the shareholders of the Corporation for their action or consideration at any
meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), each holder
of outstanding shares of Series E Preferred Stock shall be entitled to cast the number of votes equal to the number
of whole shares of Common Stock into which the shares of Series E Preferred Stock held by such holder are
convertible.
Each share of Series E Preferred Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the holder thereof, into that number of
fully paid and nonassessable shares of Common Stock (whether whole or fractional) equal to 0.05% of the total
number of shares of Common Stock outstanding at the Conversion Time.
3. Describe any other material rights of common or preferred stockholders.?
NA
4. Describe any material modifications to rights of holders of the company’s securities that have occurred
over the reporting period covered by this report.?
NA
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares
outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim
period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt
convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such
securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares for the two most recently completed fiscal years and any
subsequent period.
Indicate by check mark whether there were any changes to the number of outstanding shares within the past two
completed fiscal years:
No: ? Yes: ? (If yes, you must complete the table below)
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
Date 12/31/2021 Common: 5,309,588,107
Preferred: 10,000,000
*Right-click the rows below and select “Insert” to add rows as needed.
Date of
Transaction
Transaction type
(e.g., new issuance,
cancellation,
shares returned to
Number of
Shares
Issued (or
cancelled)
Class of
Securities
Value of
shares
issued
($/per
Were the
shares
issued at
a discount
Individual/ Entity
Shares were
issued to.
*You must
Reason for share
issuance (e.g. for
cash or debt
conversion) -
Restricted or
Unrestricted
as of this
filing.
Exemption
or
Registration
Type.
treasury) share) at
Issuance
to market
price at
the time
of
issuance?
(Yes/No)
disclose the
control person(s)
for any entities
listed.
ORNature of
Services
Provided
March 16,
2022
New Issuance 200,000,000 Common
Stock
.00126 Yes Capitoline
Venture Fund II
LLC
Robert Roever
Debt
Conversion
Unrestricted Section
4(a)(1)
July 14,
2022
New Issuance 4,666,666 Common
Stock
$0.004 Yes Hanspeter
Vocheze
Cash Restricted Section
4(a)(2)
July 21,
2022
New Issuance 5,000 Series B
Preferred
$10,00 No Kenneth
Feinstein
Cash Restricted Section
4(a)(2)
August 31,
2022
New Issuance 4,800,000 Common
Stock
$0.00250 Yes Henry Wilsher Cash Restricted Section
4(a)(2)
August 31,
2022
New Issuance 12,500,000 Common
Stock
$0.00200 Yes Shane Attersley Cash Restricted Section
4(a)(2)
August 31,
2022
New Issuance 17,500,000 Common
Stock
$0.00200 Yes Gavin Solomon Cash Restricted Section
4(a)(2)
August 31,
2022
New Issuance 25,000,000 Common
Stock
$0.00200 Yes Offelbar PTY
Ltd.
Quentin
Flannery
Cash Restricted Section
4(a)(2)
August 31,
2022
New Issuance 7,400,000 Common
Stock
$0.00250 Yes David Gibson Cash Restricted Section
4(a)(2)
September
22, 2022
New Issuance 2,000 Series B
Preferred
$10.00 No BMO Nesbitt
Burns ITF –
Rachel Gurney
Cash Restricted Section
4(a)(2)
December
7, 2022
New Issuance 5,000 Series B
Preferred
$10.00 No Thomas J.
Porcaro
Cash Restricted Section
4(a)(2)
January 25,
2023
New Issuance 68,933,333 Common
Stock
$.0015 No Legendary Life
GmbH
Jeff Yribarren
Cash Restricted Regulation
S
March 24,
2023
New Issuance 349,611,000 Common
Stock
.0003 No Goldberg AG
Pascal
Siegenthaler
Conversion of
Series C
Preferred Stock
Unrestricted Section
4(a)(1)
March 24,
2023
Cancellation (233,074) Series C
Preferred
N/A N/A Goldberg AG
Pascal
Siegenthaler
Conversion to
Common
N/A Section
3(a)(9)
August 1,
2023
New Issuance 34,000,000 Common
Stock
.0004 No Axel Reinke Director Fee Restricted Section
4(a)(2)
August 1,
2023
New Issuance 34,000,000 Common
Stock
.0004 No Robert Roever Director Fee Restricted Section
4(a)(2)
August 1,
2023
New Issuance 34,000,000 Common
Stock
.0004 No Nicholas
Sprung
Director Fee Restricted Section
4(a)(2)
August 1,
2023
New Issuance 250,000,500 Common
Stock
N/A No Goldberg AG
Pascal
Siegenthaler
Conversion of
Series C
Preferred Stock
Unrestricted Section
4(a)(1)
August 1,
2023
Cancellation (166,667) Series C
Preferred
N/A N/A Goldberg AG
Pascal
Siegenthaler
Conversion to
Common
N/A Section
3(a)(9)
August 1,
2023
New Issuance 10,180,000 Common
Stock
.0024 No Adam Cairns Cash Restricted Regulation
S
August 1,
2023
New Issuance 20,000,000 Common
Stock
.0024 No Rasa
Marinkovic
Cash Restricted Regulation
S
November
20, 2023
New Issuance 199,999,500 Common
Stock
Na Na Goldberg AG
Pascal
Siegenthaler
Conversion to
Common
N/A Section
3(a)(9)
Example: A company with a fiscal year end of December 31st 2023, in addressing this item for its Annual Report, would include any
events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2022 through December
31, 2023 pursuant to the tabular format above.
***Control persons for any entities in the table above must be disclosed in the table or in a footnote here.
B. Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any
other debt instruments that may be converted into a class of the issuer’s equity securities:
No: ? Yes: ? (If yes, you must complete the table below)
Date of
Note
Issuance
Outstanding
Balance ($)
Principal
Amount at
Issuance ($)
Interest
Accrued
($)
Maturity
Date
Conversion Terms (e.g. pricing
mechanism for determining
conversion of instrument to shares)
Name of
Noteholder.
*You must disclose
the control
person(s) for any
entities listed.
Reason for Issuance
(e.g. Loan, Services,
etc.)
March 8,
2013
$788,338 $730,234 58,104 04/30/26 the average of the lowest intraday
trading prices during the 20 (twenty)
days prior to the day that the Holder
requests conversion.
Capitoline Ventures
II LLC
Robert Roever
Loan memorializing
advances from 2020
through 2022
March 8,
2023
$81,484 $69,000 32,824 04/30/26 the average of the lowest intraday
trading prices during the 20 (twenty)
days prior to the day that the Holder
requests conversion.
Pascal Siegenthaler Loan memorializing
advances from 2021
through 2022
***Control persons for any entities in the table above must be disclosed in the table or in a footnote here.
November
20, 2023
New Issuance 32,000,000 Common
Stock
.0004 No Nicholas
Sprung
Director Fee Restricted Section
4(a)(2)
November
20, 2023
New Issuance 32,000,000 Common
Stock
.0004 No Robert Roever Director Fee Restricted Section
4(a)(2)
November
20, 2023
New Issuance 32,000,000 Common
Stock
.0004 No Axel Reinke Director Fee Restricted Section
4(a)(2)
April 18,
2024
New Issuance 86,472,603 Common
Stock
No Thomas J.
Porcaro
Conversion of
Series B
Preferred
Unrestricted 4(a)(1)
April 18,
2024
Cancellation 5,000 Series B
Preferred
Thomas J.
Porcaro
April 18,
2024
New Issuance 124,803,000 Common
Stock
.0003 No Goldberg AG
Pascal
Siegenthaler
Conversion of
Series C
Preferred
Unrestricted 4(a)(1)
April 18,
2024
Cancellation (83,202) Series C
Preferred
Pascal
Siegenthaler
April 22,
2024
New Issuance 110,545,091 Common
Stock
No Kenneth
Feinstein
Conversion of
Series B
Preferred
unrestricted 4(a)(1)
April 22,
2024
Cancellation (5,000) Series B
Preferred
Kenneth
Feinstein
August 1,
2024
New Issuance 249,999,000 Common .0003 no GB II Partners,
Inc./ Pascal
Siegenthaler
Conversion of
Series C
Preferred
Unrestricted 4(a)(1)
September
26, 2024
New Issuance 300,000,000 Common .0003 no GB II Partners,
Inc./ Pascal
Siegenthaler
Conversion of
Series C
Preferred
Unrestricted 4(a)(1)
Shares Outstanding on Date of This Report:
Ending Balance
Ending Balance:
Date 09/30/2024 Common: 7,549,998,800
Preferred: 9,519,057
Use the space below to provide any additional details, including footnotes to the table above:
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
Ensure that these descriptions are updated on the Company’s Profile on www.OTCMarkets.com.
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Through its Luxora Inc. subsidiary, the Company offers consulting services to participants in the legal cannabis markets.
Luxora will lease fully equipped production units to the coming Cannabis Clubs in Germany and provide a range of paid
consulting services regarding cultivation, legal and compliance aspects to the clubs. Cannabis Clubs will be permitted to
onboard up to 500 members who will be allowed to receive up to 50g of cannabis per month from their club, bringing the
maximum monthly amount that one club can supply to its members to 25kg.
B. List any subsidiaries, parent company, or affiliated companies.
Luxora Inc.
Luxora Holding AG
HOLISTICH GmbH
C. Describe the issuers’ principal products or services.
Luxora Inc. specializes in unlocking the potential of the legalized cannabis market, providing a range of CBD health and
wellness products as well as infrastructure solutions and consulting services for cannabis clubs. Our offerings include
consulting and infrastructure solutions, tailored to support the evolving legal cannabis markets
5) Issuer’s Facilities
The goal of this section is to provide investors with a clear understanding of all assets, properties or facilities owned, used
or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer. Describe the location of
office space, data centers, principal plants, and other property of the issuer and describe the condition of the properties.
Specify if the assets, properties, or facilities are owned or leased and the terms of their leases. If the issuer does not have
complete ownership or control of the property, describe the limitations on the ownership.
The Company maintains office space in Zurich, Switzerland at a cost of CHF 4,250 (approximately $4,700) per month
6) All Officers, Directors, and Control Persons of the Company
Using the table below, please provide information, as of the period end date of this report, regarding all officers and
directors of the company, or any person that performs a similar function, regardless of the number of shares they own.
In addition, list all individuals or entities controlling 5% or more of any class of the issuer’s securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially
owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual
representing the corporation or entity. Include Company Insiders who own any outstanding units or shares of any class of
any equity security of the issuer.
The goal of this section is to provide investors with a clear understanding of the identity of all the persons or entities that are
involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as
the identity of any significant or beneficial owners.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates
are needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
1. The Series E Preferred Shares are subject to vesting upon the achievement of certain milestones.
2. GBII Partners Inc. is not a control person or affiliate of the Company. GBII acquired the Series C Preferred shares in exchange for
Series A Preferred Shares that it received pursuant to execution on a pledge agreement with Swiss Industry Ventures AG. The Series
C Preferred Shares are subject to a conversion limitation of 9.9% of common.
7) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in Section 6 have, in
the past 10 years:
1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a
defendant in a pending criminal proceeding (excluding minor traffic violations);
No
2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or
vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or
otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or
investment-related, insurance or banking activities;
No
3. Been the subject of a finding, disciplinary order or judgment by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, a state
securities regulator of a violation of federal or state securities or commodities law, or a foreign regulatory body
or court, which finding or judgment has not been reversed, suspended, or vacated;
No
4. Named as a defendant or a respondent in a regulatory complaint or proceeding that could result in a “yes”
answer to part 3 above; or
No
5. Been the subject of an order by a self-regulatory organization that permanently or temporarily barred,
suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
No
Names of All
Officers, Directors
and Control
Persons
Affiliation with
Company (e.g.
Officer Title
/Director/Owner of
more than 5%)
Residential Address
(City / State Only)
Number of
shares owned
Share
type/class
Ownership
Percentage
of Class
Outstanding
Names of control
person(s) if a
corporate entity
Jan Schwager CEO/Director Zurich,
Switzerland
- - -
Robert Roever Director New York, NY 34,000,000
1
5,000
Common
Series D
Preferred
Series E
Preferred
(1)
Less than
1%
100%
50%
GBII Partners
Inc. (2)
5% Holder Zurich,
Switzerland
9,349,724 Series C
Preferred
100% Pascal
Siegenthaler
6. Been the subject of a U.S Postal Service false representation order, or a temporary restraining order, or
preliminary injunction with respect to conduct alleged to have violated the false representation statute that
applies to U.S mail.
No
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business,
to which the issuer or any of its subsidiaries is a party to or of which any of their property is the subject. Include the
name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a
description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to
any such proceedings known to be contemplated by governmental authorities.
NA
8) Third Party Service Providers
Provide the name, address, telephone number and email address of each of the following outside providers. You may add
additional space as needed.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates
are needed to your public company profile, update your company profile.
Securities Counsel (must include Counsel preparing Attorney Letters).
Securities Counsel
Name: Jonathan Leinwand, Esq.
Firm: Jonathan D. Leinwand, P.A.
Address 1: 18305 Biscayne Blvd., Suite 200
Address 2: Aventura, FL 33160
Phone: 954-903-7856
Email: jonathan@jdlpa.com
Accountant or Auditor
Name: Ralph Klemenz
Firm: Vabera GmbH
Address 1: Zuercherstrasse 20
Address 2: 8952 Schlieren, Switzerland
Phone: +41 43 499 09 09
Email: r.klemenz@vabera.ch
Investor Relations
N/A
All other means of Investor Communication:
For more information regarding Luxora, please visit: www.luxora-holding.com
For inquiries, please contact Investor Relations: investors@luxora-holding.com
X: @LUXORA_Inc
Instagram: @luxorainc @luxora_ch
Other Service Providers
Provide the name of any other service provider(s) that that assisted, advised, prepared, or provided information with
respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s), consultant(s) or any
entity/individual that provided assistance or services to the issuer during the reporting period.
Name: N/A
Firm: N/A
Address 1: N/A
Address 2: N/A
Phone: N/A
Email: N/A
9) Disclosure & Financial Information
A. This Disclosure Statement was prepared by (name of individual):
Name: Jan Schwager
Title: CEO
Relationship to Issuer: CEO
B. The following financial statements were prepared in accordance with:
? IFRS
? U.S. GAAP
C. The following financial statements were prepared by (name of individual):
Name: Ralph Klemenz
Title: Accountant
Relationship to Issuer: outside accountant
‘Describe the qualifications of the person or persons who prepared the financial statements:
5
Mr. Klemenz is an accountant with over 5 years of experience preparing financial statements for companies.
Provide the following qualifying financial statements:
o Audit letter, if audited;
o Balance Sheet;
o Statement of Income;
o Statement of Cash Flows;
o Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)
o Financial Notes
Financial Statement Requirements:
• Financial statements must be published together with this disclosure statement as one document.
• Financial statements must be “machine readable”. Do not publish images/scans of financial statements.
• Financial statements must be presented with comparative financials against the prior FYE or period, as
applicable.
• Financial statements must be prepared in accordance with U.S. GAAP or International Financial Reporting
Standards (IFRS) but are not required to be audited.
5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS and by persons with sufficient financial skills.
10) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other
persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.
The certifications shall follow the format below:
I, Jan Schwager
1. I have reviewed this Disclosure Statement for CBD of Denver, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this disclosure statement;
and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material respects the financial condition, results of
operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
11/14/2024 [Date]
/S/ Jan Schwager [CEO’s Signature]
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
Principal Financial Officer:
I, Jan Schwager certify that:
1. I have reviewed this Disclosure Statement for CBD of Denver, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this disclosure statement;
and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material respects the financial condition, results of
operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
11/14/2024 [Date]
/S/ Jan Schwager CFO’s Signature]
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
CBD OF DENVER, INC.
FINANCIAL REPORT
(Unaudited)
At September 30, 2024 and December 31, 2023, and
For the Three Months ended September 30, 2024 and 2023
CBD OF DENVER, INC.
INDEX
PAGE
DISCLAIMER REPORT 2
CONSOLIDATED BALANCE SHEETS 3
CONSOLIDATED STATEMENTS OF OPERATIONS 4
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) 5
CONSOLIDATED STATEMENTS OF CASH FLOWS 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-16
1
DISCLAIMER REPORT
The accompanying consolidated financial statements of CBD of Denver, Inc. as of September 30, 2024 and
December 31, 2023, and for the three months ended September 30, 2024 and 2023, were not subjected to an
audit, review, or compilation engagement by us and, we do not express an opinion, a conclusion, nor provide
any assurance on the data presented.
Vabera GmbH, Tax and Accounting Services
Zürich, Switzerland
November 5, 2024
2
CBD OF DENVER, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30, December 31,
2024 2023
ASSETS
Current Assets:
Cash and cash equivalents $ 23,408 $ 36,547
Accounts receivables - 77,421
Inventory - 3,250
Total Current Assets 23,408 117,218
Fixed assets - 11,078
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 120,194 $ 297,164
Accrued interest on notes 152,062 115,000
Others payable 31,450 -
Dividend payable 4,917 4,917
Capitoline Ventures LLC Note (Note 3) 979,650 979,650
Pascal Siegenthalert Note (Note 3) 83,571 83,571
Total non-current liabilities - -
Total Liabilities 1,541,069 1,480,302
Commitments and Contingencies (Note 4) - -
1 1
1 1
96 96
$
The accompanying notes are an integral part of these financial statements.
3
$ 23,408 $ 128,296
Shareholders' Equity:
Series A Preferred stock, par value $0.00001, 88,500,000 shares authorized;
34,000 shares issued and outstanding as of september 30, 2024
34,000 shares issued and outstanding as of December 31, 2023
Series B Preferred stock, par value $0.00001, 1,500,000 shares authorized;
2,000 shares issued and outstanding as of September 30, 2024
12,000 shares issued and outstanding as of December 31, 2023
Series C Preferred stock, par value $0.00001, 10,000,000 shares authorized;
9,349,724 shares issued and outstanding as of September 30, 2024
9,566,259 shares issued and outstanding as of December 31, 2023
Common stock, par value $0.00001, 6,000,000,000 shares authorized;
6,999,999,800 shares issued and outstanding as of September 30, 2023
6,678,179,106 shares issued and outstanding as of December 31, 2023
Additional paid-in capital
Statutory Reserved
Retained Earnings (Accumulated deficit)
Accumulated other comprehensive income
Total Shareholders' Equity (Deficit)
Total Liabilities and Shareholders' Equity (Deficit)
69,999 66,782
3,760,870 3,677,668
1,246 1,246
(5,281,643) (5,029,569)
(68,231) (68,231)
(1,517,661) (1,352,006)
23,408 $ 128,296
CBD OF DENVER, INC.
For the Three Months Ended
September 30,
2024 2023
For the Nine Months Ended
September 30,
2024 2023
Revenue
Sales
Cost of Goods Sold
Gross Profit
$ 763,450 $ 677,893
(725,847) (528,097)
37,603 149,796
$ 2,889,012 $ 1,693,125
(2,652,106) (1,333,767)
236,906 359,358
Operating Expenses
Marketing fees
Salaries
Professional fees
Depratiations
Office expenses
Rental expenses
Total Operating Expenses
22,334
41,318
12,284
-
13,065
14,070
103,071
72,761
45,297
1,752
4,691
119,887
9,130
253,518
33,818
178,489
28,039
1,079
30,557
25,250
297,232
83,525
219,534
14,243
4,691
148,900
35,621
506,514
Other Income (Expenses)
Interest expenses
Loss on debt settlement
Total Other Income (Expenses)
(31,520)
-
(31,520)
(28,481) (256,884) (85,444)
- - -
(28,481) (256,884) (85,444)
Weighted average shares outstanding-Basic
Effect of dilutive Series A Preferred Stock*
Effect of dilutive Series B Preferred Stock**
Effect of dilutive Series C Preferred Stock***
Weighted average shares outstanding-diluted
5,999,999,106
51,000,000
125,000,000
10,138,464,583
16,314,463,689
6,382,179,606
51,000,000
125,000,000
10,138,464,583
16,696,644,189
5,999,999,106
51,000,000
125,000,000
10,138,464,583
16,314,463,689
6,009,837,793
51,000,000
125,000,000
10,138,464,583
16,324,302,376
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Net Income from Operations (65,468) (103,722) (60,326) (147,156)
Net Income before Provision for Income Tax (96,988) (132,203) (317,210) (232,60
0)
Income Tax Provision - (344) - (344)
Net Income (96,988) $ $ (132,547)
Other comprehensive income (loss)
Total comprehensive income (loss) $ $
Basic loss per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Diluted loss per Share
* All of the Company’s Series A Preferred Stock is convertible into shares of common stock at a rate of 1,500 shares of common stock for every
preferred share. 15,000,000,000 shares of common stock issuable to preferred shareholders.
** Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, into common stocks, as more fully disclosed in Note 3,
Stock Capital.
*** Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, into common stocks, as more fully disclosed in Note 3,
Stock Capital.
$ (317,210) $ (232,944)
65,136 -
(31,852) $ (132,547)
65,136 55,777
(252,074) $ (177,167)
$ (0.00) $ (0.00) $ (0.00) $ (0.00)
CBD OF DENVER, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT
(unaudited)
Series A Preferred Stock
$0.00001 Par Value
Series B Preferred Stock
$0.00001 Par Value
Series C Preferred Stock
$0.00001 Par Value
Common Stock
$0.00001 Par Value
Retained Accumulated Total
Additional Earnings Other Shareholders'
Paid-in Statutory (Accumulated Comprehensive Equity
Shares Amount Shares Amount Shares Amount Shares Amount Capital Reserved Deficit) Income (Deficit)
Balances at
January 1, 2023 10,000,000 $ 100 12,000 $ 1 - $ - $ 5,481,844,273 $ 5,485 $ 3,529,400 $ 1,246 $ (5,431,480) $ (124,008) $ (2,019,256)
Preferred A stocks were converted to Preferred C stocks (9,966,000) (99) - - 9,966,000 100 - - (1.00) - - - -
Preferred C stocks were converted to common stocks - - - - (233,074) (2) 349,611,000 3,496 (3,494.00) - - - -
Issuance of common stock - - - - - - 68,933,333 689 102,711.00 - - - 103,400
To accrue dividend payable for
Series B Preferred Stock
Net income (loss)
Other comprehensive income (loss)
Balances at
March 31, 2023 34,000 $ 1 12,000 $ 1 9,732,926 $ 98 $ 5,900,388,606 $ 9,670 $ 3,628,616 $ 1,246 $ (5,495,824) $ (68,233) $ (1,924,425)
To accrue dividend payable for
Series B Preferred Stock - - - - - - - - - - (1,500) - (1,500)
Net income (loss)
Other comprehensive income (loss)
- - - - - - - - - -
- - - - - - - - - -
(123,565)
-
-
-
(123,565)
-
Balances at
June 30, 2023 34,000 $ 1 12,000 $ 1 9,732,926 $ 98 $ 5,900,388,606 $ 9,670 $ 3,628,616 $ 1,246 $ (5,620,889) $ (68,233) $ (2,049,490)
Preferred C stocks were converted to common stocks - - - - (166,667) (2) 349,611,000 3,496 (3,494.00) - - - -
Issuance of common stock - - - - - - 132,180,000 1,322 51,550.00 - - - 52,872
To accrue dividend payable for
Series B Preferred Stock - - - - - - - - - - (1,500) - (1,500)
Net income (loss) - - - - - - - - - - (132,547) - (132,547)
Other comprehensive income (loss) - - - - - - - - - - - -
Balances at
September 30, 2023 34,000 $ 1 12,000 $ 1 9,566,259 $ 96 $ 6,382,179,606 $ 14,488 $ 3,676,672 $ 1,246 $ (5,754,936) $ (68,233) $ (2,130,665)
Preferred C stocks were converted to common stocks - - - - - - - -
Issuance of common stock - - - - - - 295,999,500 2,950 - - - 2,950
To accrue dividend payable for
Series B Preferred Stock - - - - - - - - - - - -
Net income (loss) - - - - - - - - 996 - 639,355 - 640,351
Other comprehensive income (loss) - - - - - - - - - - - -
Balances at
December 31, 2023 34,000 $ 1 12,000 $ 1 9,566,259 $ 96 $ 6,678,179,106 $ 66,782 $ 3,677,668 $ 1,246 $ (5,029,569) $ (68,231) $ (1,352,006)
Preferred C stocks were converted to common stocks - - - - 321,820,694
Issuance of common stock - - - - - -
To accrue dividend payable for
Series B Preferred Stock - - - - - - -
Net income (loss) - - - - - - -
Other comprehensive income (loss) - - - - - - -
Balances at
September 30, 2024 34,000 $ 1 12,000 $ 1 9,566,259 $ 96 $ 6,999,999,800 $ 69,999 $ 3,760,870 $ 1,246 $ (5,249,791) $ (68,231) $ (1,485,809)
The accompanying notes are an integral part of these financialstatements
- - - - - - - - - - (1,500) - (1,500)
- - - - - - - - - - (62,844) - (62,844)
- - - - - - - - - - - 55,775 55,775
3,217 83,202 - -
- -
- 86,419
- -
- - - - -
- - - (220,222) - (220,222)
- - - - -
CBD OF DENVER, INC.
Cash Flows from Investing Activities
Purchase of equipment
Net cash provided (used) by investing activities
-
-
-
-
Cash Flows from Financing Activities
Proceeds from notes payable-Rockflowr
Proceeds from issuance of Series B Preferred Stock
Proceeds from issuance of common stock
Proceeds from loans from a related party
Net cash provided (used) by financing activities
-
-
-
-
-
-
-
103,400
-
103,400
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest
Income tax
$ - $ -
$ $ -
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
(unaudited)
For the Three Months Ended
September 30,
2024 2023
Cash Flows from Operating Activities
$ (31,852) $ (100,397)
-
$
$
The accompanying notes are an integral part of these financial statements.
6
Net Income
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Loss on debt settlement
Stock compensation expense
Changes in operating assets and liabilities
Decrease/(Increase) in accounts receivable
Decrease/(Increase) in others receivable
Decrease/(Increase) in prepaid expenses
Decrease/(Increase) in receivable from public authorities
Decrease/(Increase) in inventories
Increase/(Decrease) in accounts payable
Increase/(Decrease) in others payable
Increase/(Decrease) in accrued interest
Increase/(Decrease) in dividend payable
Increase/(Decrease) in accrued expenses
Net cash used by operating activities
-
-
34,500
-
-
-
-
-
-
-
-
(59,967)
(7,757)
56,963
3,000
(50,767)
(158,925)
(3,863)
(30,772)
31,520
-
-
(467)
Increase (decrease) in cash
Effects of exchange rates change on cash
Cash at beginning of period
Cash at end of period
(467) (55,523)
< 55,775
23,875 28,043
23,408 $ 28,295
8,547.00
Non-cash financing activities
Settlement of notes with comment stock $ -
CBD OF DENVER, INC.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES
CBD of Denver Inc. (“CBDD,” “we,” “our,” or the “Company”), was formed as a corporation in the
state of Nevada on March 2, 2007. On January 5, 2010 we filed a certificate of conversion from a
non-Delaware corporation pursuant to Section 265 of the Delaware General Corporation Law. The
Company has developed its own brand of CBD products and related social networking.
In January 2023, the Company acquired 100% equity ownership interest in Libra, which is engaged
in the business of magic lappen and anti slip product. As per June 30, 2024 this company was sold
to the former owner.
CBD OF DENVER, INC.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES (continued)
Going Concern
The Company incurred net loss of $31'852 and a loss of $123'547 in the three months ended June
30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company
had an accumulated deficit of $5'281'643 and $5'029,569, respectively. These factors raise a
substantial doubt about the Company’s ability to continue as a going concern. The Company plans
to increase its income by strengthening its sales force, providing attractive sales incentive program,
and increasing marketing and promotion activities. Management also intends to raise additional
funds by way of a private or public offering, or by obtaining loans from banks or others. While the
Company believes in the viability of its strategy to generate sufficient revenue and in its ability to
raise additional funds on reasonable terms and conditions, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon the Company’s ability
to further implement its business plan and generate sufficient revenue and its ability to raise
additional funds by way of a public or private offering. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income and the reversal of deferred tax liabilities
during the period in which related temporary differences become deductible. When appropriate, a
valuation allowance is established to eliminate the Company’s deferred tax assets if it is more likely
than not that none of the deferred tax assets will be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial statements from such a
position are measured based on the largest benefit that has a greater than fifty percent likelihood of
being realized upon settlement with the tax authorities. Changes in recognition or measurement are
reflected in the period in which the change in judgment occurs. The Company records interest
related to unrecognized tax benefits in interest expense and penalties in income tax expense. The
Company has determined that it had no significant uncertain tax positions requiring recognition or
disclosure
The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-
270, "Interim Reporting." The Company has determined an estimated annual effective tax rate.
The rate will be revised, if necessary, as of the end of each successive interim period during the
Company's fiscal year to its best current estimate. The estimated annual effective tax rate is applied
to the year-to-date ordinary income (or loss) at the end of the interim period.
CBD OF DENVER, INC.
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES (continued)
Revenue Recognition
Pursuant to ASC Topic 606, Revenue from Contracts with Customers, or ASC 606, the
Company recognizes revenue upon transfer of control of goods, in an amount that reflects
the consideration that is expected to be received in exchange for those goods. The
Company does not allow for the return of products so does not establish an allowance for
returns.
Topic 606 established that the Company recognize revenue using the following five-step
model:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when or as, the Company satisfies a performance obligation.
Revenue is recognized at the point in the time once the Company satisfies its performance
obligation which occurs when title and possession of products have transitioned to the
customer, typically upon delivery of the products.
Stock-Based Compensation
The Company accounts for share-based compensation awards in accordance with ASC
718, “Compensation – Stock Compensation”. The cost of services received from
employees and non-employees in exchange for awards of equity instruments is
recognized in the consolidated statement of operations based on the estimated fair value
of those awards on the grant date and amortized on a straight-line basis over the requisite
service period or vesting period. The Company records forfeitures as they occur.
Earnings Per Share
Earnings per share is computed by dividing net income by the weighted-average number
of shares outstanding. To the extent that outstanding securities are anti-dilutive, they are
excluded from the calculation of diluted earnings per share.
CBD OF DENVER, INC.
10
September 30, 2024
The average exchange rate in the three months ended September 30, 2024
1CHF=1.17687 USD
1CHF=1.11669 USD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES (continued)
Impairment of long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to
be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of
long-lived assets was recognized for the three months ended September 31, 2024 and 2023.
Foreign Currency Translation
The functional currency of our international subsidiaries is the local currency. We translate the financial
statements of these subsidiaries to U.S. dollars using year-end rates of exchange for assets and liabilities, and
average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in
accumulated other comprehensive income as a component of stockholders' equity.
The exchange rates used to translate amounts in EUR into U.S. Dollars for the purposes of preparing the
consolidated financial statements are as follows:
Segments
Our chief operating decision-maker is our Chief Executive Officer who makes resource allocation decisions and
assesses performance based on financial information presented on a consolidated basis. There are no segment
managers who are held accountable by the chief operating decision-maker, or anyone else, for operations,
operating results, and planning for levels or components below the consolidated unit level. Accordingly, we
have determined that we have a single reportable segment and operating segment structure.
Leases
The Company follows ASC 842 and determines if an arrangement is a lease or contains a lease at inception.
Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities
(current and non-current) in the Company’s consolidated balance sheets. Finance leases are included in property
and equipment, and finance lease liabilities (current and non-current) in the Company’s consolidated balance
sheets.
The Company has elected not to recognize lease assets and liabilities for leases with an initial term of 12 months
or less.
CBD OF DENVER, INC.
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES (continued)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of
accounts and other receivables. The Company does not require collateral or other security to support
these receivables. The Company conducts periodic reviews of the financial condition and payment
practices of its customers to minimize collection risk on accounts receivable.
For the nine months ended September 30, 2024 and 2023, one customer accounted for more than
10% of the Company’s total sales.
For the nine months ended September 30, 2024 and 2023, one vender accounted for more than 10%
of the Company’s total purchase.
Fair Value of Measurements
The Company adopted FASB ASC 820 “Fair Value Measurements,” which defines fair value as the
exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. Additionally, the inputs used to measure fair value are
prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of
observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to
measure fair value are as follows:
Level 1:
Level 2:
Level 3:
Unadjusted quoted prices in active markets for identical assets or liabilities.
Input other than quoted market prices that are observable, either directly or
indirectly, and reasonably available. Observable inputs reflect the assumptions
market participants would use in pricing the asset or liability and are
developed based on market data obtained from sources independent of the
Company.
Unobservable inputs. Unobservable inputs reflect the assumptions that the
Company develops based on available information about what market
participants would use in valuing the asset or liability.
An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input
that is significant to the fair value measurement. Availability of observable inputs can vary and is
affected by a variety of factors. The Company uses judgment in determining fair value of assets and
liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2
assets or liabilities.
As of the balance sheet date, the estimated fair values of the financial instruments approximated
their fair values due to the short-term nature of these instruments.
CBD OF DENVER, INC.
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES (continued)
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles,
management is required to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. On a
continual basis, management reviews its estimates, utilizing currently available information,
changes in facts and circumstances, historical experience, and reasonable assumptions. After such
reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could
differ from those estimates.
Research and Development Costs
Research and development costs relating to the development of new products and processes,
including significant improvements and refinements to existing products, are expensed when
incurred in accordance with the FASB ASC 730, "Research and Development." Research and
development costs were immaterial for the three months ended September 31, 2024 and 2023.
Related Parties
The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related
parties and disclosure of related party transactions.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options
(Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-
40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-
06”), which simplifies the accounting for certain financial instruments with characteristics of
liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and
convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with
Conversion and Other Options, that requires entities to account for beneficial conversion features
and cash conversion features in equity, separately from the host convertible debt or preferred stock;
(2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial
instruments and embedded features that are both indexed to the issuer’s own stock and classified in
stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises
the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per
share (EPS) for convertible instruments by using the if-converted method. In addition, entities must
presume share settlement for purposes of calculating diluted EPS when an instrument may be
settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is
effective for fiscal years beginning after December 15, 2021 including interim periods within those
fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December
15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December
15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as
of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting
period. The Company is currently evaluating the impact that ASU 2020-06 may have on its
financial statements and related disclosures.
CBD OF DENVER, INC.
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING PRINCIPLES (continued)
Recent Accounting Pronouncements (continued)
In March 2023, the FASB issued ASU 2023-01, Lease (Topic 842): Common Control
Arrangements, which clarifies the accounting for leasehold improvements associated with leases
between entities under common control (hereinafter referred to as common control lease). ASU
2023-01 requires entities to amortize leasehold improvements associated with common control
lease over the useful life to the common control group (regardless of the lease term) as long as the
lessee controls the use of the underlying asset through a lease, and to account for any remaining
leasehold improvements as a transfer between entities under common control through an adjustment
to equity when the lessee no longer controls the underlying asset. This ASU will be effective for
fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
Early adoption is permitted for both interim and annual financial statements that have not yet been
made available for issuance. An entity may apply ASU 2023-01 either prospectively or
retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2023-01
will have on its consolidated financial statement presentation and disclosures.
Note 2- DEBT
Notes payable - CBDD
Notes payable amounted to $253,214 as of December 31, 2021. On February 7, 2020, the Company
entered into an agreement with the note holder in which principal, interest and penalties totaling
$813,214.11 (the “Debt”) would be exchanged for 1,000,000,000 (one billion) shares of the
Company’s common stock. In conjunction with this settlement, the Company recorded interest
expense in the quarter ended March 31, 2020 of $178,390. The Company’s common stock closed at
$0.0007 per share on February 7, 2020, and consequently the value of the shares of common stock
to be issued to satisfy the Debt is $700,000.
The note holder make take down from time-to-time, upon the request of the holder (each a
“Takedown Request”), any number of shares it desires, so long as the number of shares of common
stock issuable upon a Takedown Request does not result in beneficial ownership by the holder,
together with its affiliates and any persons acting as a group together with the holder, of more than
9.99% of the outstanding shares of common stock of the Company
As of December 31, 2020, the Company has issued 800,000,000 shares of common stock to the note
holder. The issuance was recorded as a reduction in accrued interest and penalties, which are
recorded as a component of accrued expenses on the Company’s balance sheet, and as a reduction
in notes payable. The total reduction in liabilities as of December 31, 2020, due to the issuance of
stock in conjunction with the debt settlement agreement, amounts to $560,000, leaving an
outstanding balance of $253,214.11. Upon issuance of an additional 200,000,000 shares of common
stock the Debt will be satisfied, and any existing notes shall be cancelled.
On March 16, 2022, the Company issued 200,000,000 shares of common stock to settle the balance
of the Debt. The Company’s common stock closed at $0.0038 per share on March 16, 2022, and
consequently the value of the shares of common stock issued amounted to $760,000, resulting a loss
on debt settlement of $506,786.
CBD OF DENVER, INC.
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2- DEBT (continued)
Capitoline Ventures LLC Note
On March 8, 2023, the Company issued a convertible grid promissory note to Capitoline Ventures
LLC with a maturity date of September 8, 2023. During the term, the Company may borrow, from
time to time hereunder up to an aggregate amount not exceed the sum of $730,234.92. the lender
has advanced the principal amount to the Company from 2020 through 2022. The principal balance
of the note outstanding form time to time shall bear interest at a rate of 12% per annum. The holder
of this note is entitled to convert all or any lesser portion of the outstanding principal amount and
accrued but unpaid interest into common stocks pursuant to the terms outlined in the note
agreement. As of September 30th 2024, resp. December 31, 2023, the outstanding balance of the
note, including accrued interest, amounted to $829,509, resp. $788,338.
Pascal Siegenthalert Note
On March 8, 2023, the Company issued a convertible grid promissory note to Pascal Siegenthalert
with a maturity date of September 8, 2023. During the term, the Company may borrow, from time
to time hereunder up to an aggregate amount not exceed the sum of $69,000. the lender has
advanced the principal amount to the Company from 2020 through 2022. The principal balance of
the note outstanding form time to time shall bear interest at a rate of 12% per annum. The holder of
this note is entitled to convert all or any lesser portion of the outstanding principal amount and
accrued but unpaid interest into common stocks pursuant to the terms outlined in the note
agreement. As of September 30th, 2024, resp. December 31, 2023, the outstanding balance of the
note, including accrued interest, amounted to $86,360, resp. $81,484.
CBD OF DENVER, INC.
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 3- CAPITAL STOCK
Authorized Capital
The Company was authorized to issue 7,000,000,000 shares of its common stock, par value $0.00001 and
100,000,000 shares of preferred stock, par value $0.00001. On July 21, 2022, the Company filed a
certificate of designation with the State of Delaware to designate 1,500,000 shares of the authorized and
unissued preferred stock as “Series B Preferred Stock”. On January 12, 2023, 10,000,000 shares of the
authorized and unissued preferred stock as “Series C Preferred Stock”. 1 shares of the authorized and
unissued preferred stock as “Series C Preferred Stock”. Accordingly, 88,500,000 shares remained as
authorized “Series A Preferred Stock”.
Stock Issuance
Outstanding shares Series B Preferred Stock shall accrue a dividend at the rate of 5% per annum of the
Series B Original Issued Price, which shall mean $10 per share, subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar recapitalization with respect to the
Series B Preferred Stock. Such accrued and unpaid dividend shall be convertible to shares of common
stock on the basis set forth below. Dividends shall not accrue on any shares that have been converted.
Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time
and from time to time, and without the payment of additional consideration by the holder thereof, into that
number of fully paid and nonassessable shares of common stock (whether whole or fractional) that have a
“Fair Market Value”, in the aggregate, equal to Series B Original Issued Price, as adjusted as provided
herein. “Fair Market Value” shall mean as of any date of determination, 80% of the average closing price
of a share of common stock on the principal exchange or market on which such shares are then trading for
the 5 trading days immediately preceding such date. Therefore, to determine the number of shares issuable,
the Series B Original Issue Price, as adjusted, is divided by the Fair Market Value, the quotient being the
number of shares of common stock issued upon conversion.
Outstanding shares Series C Preferred Stock shall accrue a dividend at the rate of 5% per annum of the
Series C Original Issued Price, which shall mean $1 per share, subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar recapitalization with respect to the
Series C Preferred Stock. Such accrued and unpaid dividend shall be convertible to shares of common
stock on the basis set forth below. Dividends shall not accrue on any shares that have been converted.
On July 21, 2022, 5,000 shares of Series B Preferred Stock were issued to an investor for $50,000.
On September 22, 2022 2,000 shares of Series B Preferred Stock were issued to an investor for $20,000.
On December 7, 2022 5,000 shares of Series B Preferred Stock were issued to an investor for $50,000.
CBD OF DENVER, INC.
16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 3- CAPITAL STOCK (continued)
Stock Issuance (continued)
In July 2022, 2,666,666 shares of common stock were issued to an invertor at $0.0075 per share,
totaling $20,000, and 2,000,000 shares of common stock were issued to the same investor at $0.015
per share, totaling $30,000.
In August 2022, 67,200,000 shares of common stock were issued to five investors at a price per
share equal to 75% of the average VWAP for the five trading days prior to issuance, totaling
$140,500. The Investors will receive a Warrant to purchase that number of shares of Company
Common Stock equal to the number of shares of Common Stock purchased. The Warrant shall have
an exercise price equal to 200% of the Common Share Purchase Price, The Warrants shall by
exercisable for a period of three years from the effective date of the reverse split of the Company’s
common stock.
As of December 31, 2022, 10,000,000 shares of Series A Preferred Stock, 12,000 shares of Series B
Preferred Stock, and 5,581,454,773 shares of common stock were issued and outstanding.
On January 25, 2023, 68,933,333 shares of common stocks were issued for $103,400, which was
used to pay off portion of the accounts payable.
In March 2023, 9,966,000 shares of Preferred A Stocks were converted into 9,966,000 shares of
Preferred C Stocks, of which, 233,074 shares of Preferred C Stocks were subsequently converted
into 349,611,000 shares of common stocks.
On August 1, 2023, 166,667 shares of Preferred C Stocks were converted into 250,000,500 shares
of common stocks.
On August 1, 2023, 102,000,000 shares of common stocks were issued to three directors, valued at
$0.0004 per share, the closing price of the Company’s common stocks trading on OTC Market.
On August 1, 2023, 30,180,000 shares of common stocks were issued to two investors for $12,072,
at $0.0004 per share. The proceeds was used to pay off the company's expenses in the third quarter
2023.
As of March 31, 2024, 34,000 shares of Series A Preferred Stock, 12,000 shares of Series B
Preferred Stock, 9,566,259 shares of Series C Preferred Stock, and 6,678,179,106 shares of common
stock were issued and outstanding.
CBD OF DENVER, INC.
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4- COMMITMENTS AND CONTINGENCIES
Litigation
The Company accrues for loss contingencies associated with outstanding litigation, claims and
assessments for which management has determined it is probable that a loss contingency exists, and
the amount of loss can be reasonably estimated. Costs for professional services associated with
litigation claims are expensed as incurred. As of September 31, 2024 and December 31, 2023, the
Company had not accrued or incurred any amounts for litigation matters.
Leases
CBD of Denver has no long-term leases.
Note 5- SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date of issuance of these financial
statements. We are not aware of any significant events that occurred subsequent to the balance sheet
date but prior to the issuance of this report that would have a material impact on our financial
statements.
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